Sunday, November 16, 2014

Very Early Example of CEO Pay Ratio Disclosure

We don't know what the final CEO pay ratio rule will say but that didn't deter the folks at Noble Energy, Inc. from giving us a sense of what their ratio was for 2013. Here is an excerpt from the proxy statement that the intrepid Noble Energy filed with the SEC on March 24, 2014:
CEO Pay Ratio
Our Compensation Committee recognizes that executive compensation is an evolving area. We are still awaiting rules to be adopted to implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 relating to compensation clawbacks, hedging transactions, and pay ratio and pay for performance disclosures. In the absence of final rules, our Board has adopted a compensation clawback policy and a policy with respect to the hedging and pledging of our stock, which are discussed elsewhere in this Proxy Statement. In this regard, we have elected to disclose an estimate of the ratio between the pay of our Chairman and CEO and the median for all of our other employees.
Our Chairman and CEO’s annual total direct compensation for 2013 was $9,720,334 as reflected in the Summary Compensation Table. We estimate that the median of the annual total direct compensation of all of our employees, excluding our Chairman and CEO, was $114,376 for 2013. As a result, we estimate that our Chairman and CEO’s total annual direct compensation was approximately 85 times that of the median annual total direct compensation of all of our other employees.
The foregoing estimate may not be reflective of the pay ratio information required under rules, if any, that ultimately are adopted by the SEC.
Wonder what the employees were talking about around the water cooler on that day?  Was it:
  •  our CEO makes a lot more than us, or
  •  I'm so depressed, I didn't realize how many people make more than me, or
  •  I'm so depressed, I've been with the company for 15 years and I only make 10% more than the average, or
  • what the heck is median annual total direct compensation.

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